Exhibit 10.2
                             TECO ENERGY, INC.
                         1996 EQUITY INCENTIVE PLAN

                         Restricted Stock Agreement

     TECO  Energy,  Inc.  (the  "Company")  and _______________________(the
"Grantee")  have  entered  into  this  Restricted  Stock  Agreement  (the
"Agreement") dated April 15, 1998 under the Company's 1996 Equity Incentive
Plan (the "Plan").  Capitalized terms not otherwise defined herein have the
meanings given to them in the Plan.

     1.   Grant  of  Restricted Stock.  Pursuant to the Plan and subject to
the  terms  and  conditions set forth in this Agreement, the Company hereby
grants,  issues  and delivers to the Grantee _________ shares of its Common
Stock (the "Restricted Stock").

     2.   Restrictions  on  Stock.   Until the restrictions terminate under
Section 3, unless otherwise determined by the Committee:

          (a)  the  Restricted  Stock may not be sold, assigned, pledged or
transferred by the Grantee; and

          (b)  all  shares  of  Restricted  Stock  will  be  forfeited  and
returned  to  the  Company  if  the Grantee ceases to be an employee of the
Company  or  any  business  entity  in  which  the Company owns directly or
indirectly  50%  or  more  of  the  total voting power or has a significant
financial interest as determined by the Committee (an "Affiliate").

     3.   Termination  of  Restrictions.  The restrictions on all shares of
Restricted Stock will terminate on the earliest to occur of the following:

          (a)  the Grantee's death;

          (b)  the  termination of Grantee's employment with the Company or
any  Affiliate  because  of  a disability that would entitle the Grantee to
benefits under the long-term disability benefits program of the Company for
which the Grantee is eligible, as determined by the Committee;

          (c)  the termination by the Company or any Affiliate of Grantee's
employment  other  than  for Cause as determined by the Committee.  "Cause"
means  (i)  willful  and  continued failure of the Grantee to substantially
perform his duties with the Company or such Affiliate (other than by reason
o f    physical  or  mental  illness)  after  written  demand  specifically
identifying  such  failure  is given to the Grantee by the Company, or (ii)
willful  conduct  by  the  Grantee  that  is  demonstrably  and  materially
injurious  to  the  Company.    For  purposes of this subsection, "willful"
conduct  requires  an act, or failure to act, that is not in good faith and
that  is  without  reasonable belief that the action or omission was in the
best interest of the Company or the Affiliate;

          (d)  April 15, 1999; or

          (e)  upon a Change in Control.  For purposes of this Agreement, a
"Change  in  Control"  means a change in control of the Company of a nature
that  would be required to be reported in response to Item 6(e) of Schedule<PAGE>



14A  of  Regulation  14A  promulgated  under the Securities Exchange Act of
1934,  as  amended  (the  "Exchange Act"), whether or not the Company is in
fact required to comply therewith; provided, that, without limitation, such
a Change in Control shall be deemed to have occurred if:

               (1)  any  "person"  (as  such term is used in Sections 13(d)
     and 14(d) of the Exchange Act), other than the Company, any trustee or
     other  fiduciary  holding securities under an employee benefit plan of
     the  Company  or  a  corporation owned, directly or indirectly, by the
     shareholders  of  the Company in substantially the same proportions as
     their  ownership of stock of the Company is or becomes the "beneficial
     owner"  (as defined in Rule 13d-3 under the Exchange Act), directly or
     indirectly,  of  securities of the Company representing 30% or more of
     t h e   combined  voting  power  of  the  Company's  then  outstanding
     securities;

               (2)  during  any  period  of  twenty-four  (24)  consecutive
     months (not including any period prior to the date of this Agreement),
     individuals  who  at the beginning of such period constitute the Board
     of  Directors  of  the  Company  and  any  new  director (other than a
     director designated by a person who has entered into an agreement with
     the  Company to effect a transaction described in subsections (1), (3)
     or  (4) of this Section 3(e)) whose election by the Board of Directors
     of  the  Company or nomination for election by the shareholders of the
     Company  was  approved  by  a vote of at least two-thirds (2/3) of the
     directors  then  still  in  office  who  either  were directors at the
     beginning  of such period or whose election or nomination for election
     was  previously  so  approved,  cease  for  any reason to constitute a
     majority thereof;

               (3)  the  shareholders  of  the  Company approve a merger or
     consolidation  of  the  Company with any other corporation, other than
     (i)  a  merger  or  consolidation  which  would  result  in the voting
     securities  of  the  Company  outstanding  immediately  prior  thereto
     continuing  to  represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity) at least 50%
     of  the  combined  voting  securities of the Company or such surviving
     entity  outstanding  immediately after such merger or consolidation or
     (ii)   a   merger   or   consolidation   effected   to   implement   a
     recapitalization  of  the Company (or similar transaction) in which no
     "person"  (as  defined  above)  acquires  30%  or more of the combined
     voting power of the Company's then outstanding securities; or

               (4)  the  shareholders  of  the  Company  approve  a plan of
     complete  liquidation  of  the Company or an agreement for the sale or
     disposition  by  the  Company  of  all  or  substantially  all  of the
     Company's assets.

     4.   Rights  as  Shareholder.    Subject to the restrictions and other
limitations and conditions provided in this Agreement, the Grantee as owner
of  the  Restricted  Stock  will  have  all  the  rights  of a shareholder,
including  but  not  limited to the right to receive all dividends paid on,
and the right to vote, such Restricted Stock.

     5.   Stock  Certificates.    Each  certificate  issued  for  shares of
Restricted  Stock  will  be  registered  in  the  name  of  the Grantee and


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deposited  by  the  Grantee, together with a stock power endorsed in blank,
with  the  Company  and  will  bear a legend in substantially the following
form:

          THE  TRANSFERABILITY  OF THIS CERTIFICATE AND THE SHARES OF STOCK
          REPRESENTED  HEREBY  ARE  SUBJECT  TO  THE  TERMS, CONDITIONS AND
          RESTRICTIONS  (INCLUDING  RESTRICTIONS ON TRANSFER AND FORFEITURE
          PROVISIONS)  CONTAINED  IN  AN  AGREEMENT  BETWEEN THE REGISTERED
          OWNER  AND  TECO  ENERGY,  INC.  A COPY OF SUCH AGREEMENT WILL BE
          FURNISHED  TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST
          AND WITHOUT CHARGE.

     Upon  the termination of the restrictions imposed under this Agreement
as  to any shares of Restricted Stock deposited with the Company hereunder,
the  Company  will  return  to  the  Grantee  (or  to  such Grantee's legal
representative, beneficiary or heir) certificates, without such legend, for
such shares.

     6.   Notice  of Election Under Section 83(b).  If the Grantee makes an
election  under  Section  83(b)  of  the  Internal Revenue Code of 1986, as
amended,  he  will provide a copy thereof to the Company within thirty days
of the filing of such election with the Internal Revenue Service.

     7.   Withholding  Taxes.  The Grantee will pay to the Company, or make
provision  satisfactory to the Committee for payment of, any taxes required
by  law to be withheld in respect of the Restricted Stock no later than the
date  of  the  event  creating  the  tax  liability.    In  the Committee's
discretion,  such tax obligations may be paid in whole or in part in shares
of  Common  Stock,  including  the  Restricted Stock, valued at fair market
value  on the date of delivery.  The Company and its Affiliates may, to the
extent  permitted  by law, deduct any such tax obligations from any payment
of any kind otherwise due to the Grantee.

     8.   The  Committee.    Any  determination  by the Committee under, or
interpretation  of  the  terms of, this Agreement or the Plan will be final
and binding on the Grantee.

     9.   Limitation  of  Rights.    The  Grantee  will  have  no  right to
continued employment by virtue of this grant of Restricted Stock.

     10.  Amendment.    The  Company  may  amend,  modify or terminate this
Agreement,  including substituting another Award of the same or a different
type  and  changing  the  date  of realization, provided that the Grantee's
consent  to  such  action  will  be required unless the action, taking into
account any related action, would not adversely affect the  Grantee.













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     11.  G o verning  Law.    This  Agreement  will  be  governed  by  and
interpreted in accordance with the laws of Florida.

                                   TECO ENERGY, INC.


                                   By:  ______________________
                                        R. A. Dunn
                                        Vice President-Human Resources


                                        _________________________
                                        Signature of Grantee













































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